Big Sofa Technologies Group PLC Related Party Transaction (6196R)
June 18 2018 - 2:00AM
UK Regulatory
TIDMBST
RNS Number : 6196R
Big Sofa Technologies Group PLC
18 June 2018
18 June 2018
Big Sofa Technologies Group plc
("Big Sofa" or the "Company")
Related Party Transaction
Big Sofa (AIM: BST), a fast-growing international video
analytics provider to consumer brands and market research agencies,
announces that, as set out in the RNS announcement dated 2 March
2018, following a subscription for ordinary shares (the
"Subscription") on 9 March 2018, Ipsos S.A ("Ipsos") became a
"substantial shareholder" in Big Sofa, as defined in the AIM Rules
for Companies and, as such, is now a "related party". Therefore,
all trading and other transactions between the Company and members
of the Group ("the Ipsos Group") fall to be assessed as related
party transactions under AIM Rule 13. The Ipsos Group has been a
customer of Big Sofa since May 2015.
Given the likelihood of multiple transactions which now fall to
be assessed as "related party transactions" (once an AIM Rules'
class test threshold has been breached), the independent Directors
have carefully considered the terms upon which any individual
purchase order ("PO") with the Ipsos Group should be conducted.
A parameter ("the Parameter") has been devised such that, if any
individual PO received from the Ipsos Group falls within it, the
independent Directors believe such a PO can be pre-determined to
have met the fair and reasonableness test required by AIM Rule 13.
This protocol has been discussed with SPARK Advisory Partners
Limited ("SPARK"), the Company's nominated adviser.
The Parameter covers the gross margin on POs requested by Ipsos
against which the Company decides to tender. In order for the
Company to accept a PO, the PO must fall within the Parameter. For
an individual PO to achieve this: (i) the PO must exceed a minimum
gross margin of 30 per cent, and (ii) the weighted average gross
margin of all POs accepted from the Ipsos Group since Admission of
the Subscription shares to trading on AIM ("Admission") (including
the proposed PO) must be no less than the weighted average gross
margin achieved on POs from all non-Ipsos customers over the same
period. For the purposes of the calculation, the weighted average
gross margins will be calculated on a monthly basis.
Any PO that does not fall within the Parameter, and which the
Company wishes to proceed with, will be subject to AIM Rule 13.
The independent Directors intend to consider reviewing the
Parameter on the earlier of (i) the date 12 months from Admission
and (ii) the date on which GBP0.5m of aggregated turnover since
Admission has been conducted with Ipsos. Any proposed change to the
Parameter at that time will be subject to AIM Rule 13.
Future POs which fall within the Parameter have been considered
by the independent Directors in consultation with SPARK and are
covered by the related party transaction "fair and reasonable"
opinion below.
With the exception of Laurence Stoclet, who represents Ipsos on
the Board, all of the Directors are considered to be "independent"
for the purposes of AIM Rule 13 in consideration of the
transactions with the Ipsos Group that fall within the Parameter.
Having consulted with SPARK, the independent Directors consider
that the terms of the transactions since 9 March 2018, and
prospective transactions which fall within the Parameter, are fair
and reasonable insofar as Shareholders are concerned.
Enquiries
Big Sofa Technologies Group plc via Vigo Communications
Simon Lidington, CEO
Matt Lynch, CSO
Joe MacCarthy, CFO
Vigo Communications (Financial Public
Relations) +44 (0) 20 7830 9700
Ben Simons / Jeremy Garcia / Antonia
Pollock
SPARK Advisory Partners (Nominated Adviser) +44 (0)20 3368 3554
Neil Baldwin / Mark Brady
Hobart Capital Markets (Broker) +44 (0) 20 7070 5656
Lee Richardson / Phillip Worton
About Big Sofa Technologies Group plc
Big Sofa is a B2B technology business servicing the marketing
and consumer insight industries with video analytics.
Our software platform collates, analyses and organises large
volumes of raw/unstructured video content enabling companies to
perform detailed and sophisticated consumer insight analysis; and
make genuine use of their video content.
Until recently, video has been difficult and expensive to
capture, upload, store, manage and analyse as a consumer insight
tool. However, proliferation of smart phones has empowered
consumers to speak directly to brands resulting in an evolution of
consumer insight and data analytics techniques, with video emerging
as a key platform in a massive $33 billion consumer research
market.
Big Sofa's shares are admitted to trading on the London Stock
Exchange's AIM market under the ticker BST.L.
To find out more, visit www.bigsofatech.com
Follow us on twitter at @bigsofatech
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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